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S . PROVISION . OF MEDIA
<br /> . In the event that the. Services are provided by means of an on - premises product such as tapes, cassettes, compact discs, or other recorded media
<br /> ( referred to collectively es , "Media") , such Media will be mailed or otherwise delivered to Subscriber and Muzak shall promptly replace without
<br /> charge any Media that is defective when received . Subscriber shall return all Media at the time and in the manner designated by Muzak or pay
<br /> Muzak the replacement value of each piece of Media that is not so returned or that is returned in damaged condition . Subscriber shall not change
<br /> or remove any lettering; insignia , or other indicia on the Media . Under no circumstances shall title to the Media pass to Subscriber, and Subscriber
<br /> shall not, directly or indirectly, sell , mortgage, pledge or otherwise dispose of or encumber the Media .
<br /> 9 . OTHER% CHARGES AND FEES
<br /> a. Subscriber •shall pay Muzak the incremental cost of any increase in copyright fees charged by ASCAP, BMI or other similar entitles beyond what
<br /> is charged as of the date hereof (whether as a result of commercial announcements for which consideration is received , or otherwise), and any
<br /> sales , use, excise, or other taxes or governmental charges (except income taxes) arising under this Agreement.
<br /> b . Unless otherwise specified, all charges and fees due are payable in advance of the billing term of this Agreement. Late payments of fees and
<br /> charges due hereunder are subject to interest charges not to exceed the maximum rate permitted by law.
<br /> c. All shipments of Media shall be F.O. B . Muzak's distribution facility.
<br /> d . Muzak reserves the right to increase the monthly service charge to Subscriber, such increase not to exceed ten percent in a one year period .
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<br /> e . Subscriber shall pay a standard fee for each requested change in music programming .
<br /> f. Subscriber shall be responsible for obtaining any necessary permits associated with the provision of the Services to Subscriber.
<br /> g . Subscriber shall pay any necessary telephone4ne charges associated with the provision of the Services to Subscriber.
<br /> h . Subscriber shall pay a standard reconnect/disconnect fee for each re- connection of the Services followinga cancellation due to non - a ment
<br /> or for any other reason, and for each subsequent disconnection. p y 4
<br /> 10 . INTERRUPTION OF SERVICE 1
<br /> Muzak shall not be liable for any failure or interruption of Services due to acts of God, strikes, power failures, emergencies , mechanical failure, ',
<br /> governmental action , action or inaction by the Subscriber, its employees, agents, invitees or any other cause beyond Muzak's control . For any fail -
<br /> ure or interruption other than those set forth above that is in excess of twenty-four (24) hours and that is brought to Muzak's attention in writing
<br /> within forty-eight (48) hours after the commencement of such failure or termination, the time of interruption of Services beyond twenty-four (24)
<br /> hours shall be credited on a prorata basis based on the monthly fee to the next bill of Subscriber. Said credit shall be the sole and exclusive reme-
<br /> dy of Subscriber with respect to any interruption or failure of the Services. Muzak shall not be liable for any incidental or consequential damages
<br /> whatsoever. If the Services are provided by means of the EchoStor direct broadcast satellite system , and such delivery system becomes unavailable,
<br /> Muzak may provide the Services via an alternative delivery system.
<br /> 11 . SALE OR CHANGE OF SUBSCRIBER ADDRESS
<br /> Sale, transfer, closure or change in location of Subscriber's business by the Subscriber herein designated shall not reduce, eliminate or otherwise
<br /> affect its obligation under this Agreement. This Agreement may not be assigned by Subscriber without the prior written consent of Muzak which
<br /> shall not be unreasonably withheld . Muzak, in its sole discretion , may assign the Agreement without the consent of Subscriber,
<br /> 12 . REMEDIES UPON SUBSCRIBER DEFAULT
<br /> Default in payment or violation of any terms of this Agreement by Subscriber shall cause the entire contract balance, including past due amounts,
<br /> to become immediately due and payable to Muzak as liquidated damages. In the event of such default or violation, Muzak shall have the right
<br /> without notice to enter the Serviced Premises of Subscriber and remove the equipment and any Media and discontinue the Services. If Muzak is
<br /> required to bring legal action to enforce the terms of this Agreement, all such legal fees and related costs incurred in connection with such action
<br /> shall be borne by the Subscriber.
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<br /> 13 . GENERAL
<br /> This Agreement constitutes the sole and entire understanding between parties with respect to the subject matter hereof and supersedes all prior
<br /> conversations, representations, promises whether verbal or written . No modification of this Agreement shall be valid unless made in writing and
<br /> signed by each party. The provisions of this Agreement are severable, if any clause or provision shall be held invalid or unenforceable, in whole
<br /> or in part, then such invalidity shall attach only to such clause or provision, or part thereof, and shall not affect any other clause or provision .
<br /> Muzak shall have the right to modify or terminate this Agreement in the event that any license agreement applicable to Muzak's provision of the
<br /> Services (including those with ASCAP or BMI) is modified or terminated . The person executing this Agreement on behalf of Subscriber represents
<br /> or warrants that he or she has the power and authority to sign this Agreement on behalf of Subscriber.
<br /> 14 . CONTRIBUTION - MUZAK HEART & SOUL FOUNDATION
<br /> Music education con change the life of a disadvantaged child by giving him or her the chance to grow intellectually, economically, and spiritually.
<br /> Subscriber desires to give the gift of a future filled with music by supporting the Muzak Heart & Soul Foundation with a monthly contribution .
<br /> O $ 2 per month/location O $ 5 per month/location O $ 10 per month/location O Other
<br /> Muzak LLC is acting as an agent for the Muzak Heart & Soul Foundation (MH&SF) which is organized as a separate non -profit corporation .
<br /> Subscriber's contribution to MH&SF is being made in addition to any music and equipment fees specified in this Agreement. MH&SF is a federally
<br /> recognized 501 (c) (3) charitable organization .
<br /> This Agreement shall become binding on the parties hereto when signed by Subscriber and accepted and approved by Muzak.
<br /> k LLC Su scriber
<br /> or
<br /> AE Signature — Accepted ompa y Name
<br /> Print Name Au horize ignature
<br /> Manager's Signature — Approved Print 1
<br /> Title
<br /> Date
<br /> Please retain duplicate copies for your records.
<br /> MSA•O1 11 . 17
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